(r) Dividend Equivalent means a right, granted to a Participant under
Section 6(g) hereof, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.
(s) Effective Date means April 28, 2020, which is the date on which the shareholders of the Company eligible to vote in
the election of directors, by a vote sufficient to meet the requirements of Code Section 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of the Nasdaq or
any national securities exchange on which any securities of the Company are listed for trading, and other laws, regulations, and obligations of the Company applicable to the Plan, most recently approved the Plan in accordance with this amendment and
restatement.
(t) Eligible Person means each officer, Director, Employee, Consultant and other person who provides
services to the Company or any Related Entity. The foregoing notwithstanding, only employees of the Company, or any parent corporation or subsidiary corporation of the Company (as those terms are defined in Sections 424(e) and (f) of the
Code, respectively), shall be Eligible Persons for purposes of receiving any Incentive Stock Options. An Employee who is on an approved leave of absence (including sick leave, military leave, or any other authorized personal leave) may be considered
as still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.
(u) Employee means any person, including an officer or Director, who is an employee of the Company or any Related Entity. The
payment of a directors fee by the Company or a Related Entity shall not be sufficient to constitute employment by the Company.
(v) Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and
successor provisions and rules thereto.
(w) Fair Market Value means as of any date that requires the determination of
the Fair Market Value of a Share under this Plan or any Award Agreement, the fair market value of a Share on such date of determination, calculated by the Committee in a manner permitted under Section 409A of the Code and the regulations issued
thereunder, including as follows:
(i) if the Shares are then listed or admitted to trading on the Nasdaq or other
national securities exchange which reports closing sale prices, the Fair Market Value shall be determined based upon the closing sale price per Share on the trading day before or the trading day of the date of determination, the arithmetic mean of
the high and low prices on the trading day before or the trading day of the date of determination or the average selling price during a specified period that is within 30 days before or 30 days after the applicable valuation date (provided
that before the Committee applies such average selling price valuation method, it must irrevocably commit to grant the Option or Stock Appreciation Right with an exercise price determined by applying such method before the beginning of the specified
period);
(ii) If the Shares are not then listed or admitted to trading on the Nasdaq or another securities exchange
which reports closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Shares in the over-the-counter market on such
day of the date of determination; or
(iii) If neither (i) nor (ii) is applicable as of such date, then the
Fair Market Value shall be determined by the Committee in good faith using any reasonable method of valuation, which determination shall be conclusive and binding on all interested parties.
For the avoidance of doubt, when approving or authorizing an Award, the Committee can provide for the grant of an Award at a future date and
in such event the determination of Fair Market Value as required under this Plan shall be as of such date of grant.
(x) Good
Reason shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of an Award Agreement or any definition in the Award Agreement, Good Reason shall have the equivalent meaning or the
same meaning as good reason or for good reason set forth in any employment, consulting or other agreement for the performance of services between the Participant and the
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